N-CSR 1 primary-document.htm 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM N-CSR
 
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

 
Investment Company Act file number 811-04244
 

SOUND SHORE FUND, INC.

Three Canal Plaza, Suite 600
Portland, Maine 04101
 
T. Gibbs Kane, Jr., President
8 Sound Shore Drive
Greenwich, Connecticut 06830
 
 
Date of fiscal year end: December 31
 
Date of reporting period: January 1, 2021 – December 31, 2021
 
 
 
Item 1.  Reports to Stockholders.
 
1
December
31,
2021
(Unaudited)
Dear
Investor:
The
Sound
Shore
Fund
Investor
(SSHFX)
and
Institutional
(SSHVX)
class
shares
advanced
4.94%
and
4.96%,
respectively,
in
the
4th
quarter
of
2021,
trailing
the
Russell
1000
Value
Index
(Russell
Value)
which
was
up
7.77%.
The
2021
full
year
advances
for
SSHFX
of
23.76%
and
for
SSHVX
of
23.95%
were
behind
the
Russell
Value’s
25.16%.
As
long-term
investors,
we
highlight
that
Sound
Shore’s
30-year
annualized
returns
of
10.37%
and
10.64%,
for
SSHFX
and
SSHVX,
respectively,
were
ahead
the
Russell
Value
at
10.23%.
We
are
required
by
FINRA
to
say
that:
Past
performance
is
no
guarantee
of
future
results.
Current
performance
may
be
lower
or
higher
than
the
performance
data
quoted.
Investment
return
and
principal
value
will
fluctuate
so
that
an
investor’s
shares,
when
redeemed,
may
be
worth
more
or
less
than
their
original
cost.
For
the
most
recent
month-end
performance,
please
visit
the
Fund’s
website
at
www.soundshorefund.com.
Equity
markets
advanced
briskly
during
the
year
as
investors
were
encouraged
by
a
recovering
global
economy
and
solid
corporate
earnings
growth.
All
eleven
Standard
&
Poor’s
500
Index
sectors
posted
double-digit
gains.
Growth
stocks
finished
the
year
with
a
surge
in
the
fourth
quarter,
outpacing
value
stocks
and
the
broader
market.
While
disappointed
that
we
gave
back
some
of
our
performance
advantage
over
the
broader
indices
in
the
last
three
months
of
the
year,
we
remain
undeterred.
Since
1978,
Sound
Shore
Management’s
contrarian
investment
philosophy
has
focused
on
finding
inexpensive,
out-of-favor
stocks
with
internally
driven
earnings
and
free
cash
flow
improvement. 
One
of
our
strongest
contributors
was
drug
maker
Pfizer,
a
clear
leader
in
COVID-19
vaccines
and
treatments.
We
started
our
investment
during
the
fourth
quarter
of
2019
after
management
announced
the
separation
of
the
company’s
slower
growth
assets,
providing
us
with
the
opportunity
to
invest
at
13
times
forward
earnings.
Pfizer
has
had
almost
a
decade
of
flat
earnings.
We
believe
that
Pfizer’s
limited
near-term
patent
expirations
and
strong
expense
control
could
yield
sustainably
higher
earnings.
In
addition,
the
company’s
new
product
pipeline,
including
advanced
cancer
treatments
and
vaccines,
received
little
valuation
credit.
Of
course
no
one
could
have
foreseen
the
pandemic,
but
Pfizer’s
ability
to
innovate
proved
vital.
The
first
dose
of
the
company’s
COVID-19
vaccine
was
administered
on
December
14,
2020.
In
August
of
2021
the
FDA
officially
approved
the
vaccine
and
by
November,
Pfizer
had
secured
a
government
contract
for
its
oral
COVID-19
antiviral
treatment.
Looking
ahead,
we
believe
that
the
increasing
prospect
for
recurring
booster-shot
and
antiviral
demand
should
translate
into
30%
incremental
earnings
growth
for
Pfizer.
Importantly,
the
years-long
repositioning
of
Pfizer’s
core
business
is
designed
to
drive
improved
earnings
growth
without
the
help
from
COVID-related
products.
The
stock
remains
a
full
position
in
the
portfolio.
Interestingly,
another
of
our
health
care
holdings
was
negatively
impacted
by
the
pandemic.
Although
only
down
approximately
12%,
over
the
counter
health
product
supplier
Perrigo
was
the
year’s
biggest
detractor.
Perrigo
is
the
leading
private
label
and
branded
drug
manufacturer
with
a
market
share
of
approximately
70%.
Consumers
may
not
realize
it,
but
the
store
brand
Tylenol,
Allegra,
Prilosec
etc.,
that
they
purchase
is
likely
produced
by
Perrigo.
With
typical
cold
and
flu
infections
on
the
decline
due
to
COVID
restrictions,
demand
for
over
the
counter
remedies
slowed,
which
had
an
outsized
negative
impact
on
earnings.
We
originally
purchased
the
stock
in
July
2019
when
it
was
trading
below
normal
at
12
times
forward
earnings.
At
the
time,
the
company
was
in
the
midst
of
a
transformation
that
our
research
indicated
would
increase
shareholder
value
over
time.
In
prior
THREE
CANAL
PLAZA,
PORTLAND,
ME
04101
1-800-551-1980
2
years,
Perrigo
had
expanded
beyond
its
core
business
into
generics,
which
weighed
on
the
stock.
The
new
management
team
was
committed
to
returning
the
business
to
a
pure-play
consumer
self-care
supplier.
Additionally,
Perrigo
was
working
through
an
international
tax
dispute
which
we
believed
would
be
negotiated
lower
than
the
Street
was
estimating.
Throughout
the
year,
our
thesis
began
to
play
out.
In
July,
the
company
completed
the
sale
of
its
generics
business
and
in
September
the
stock
surged
after
management
announced
a
favorable
settlement
to
the
tax
dispute.
However,
in
the
fourth
quarter,
the
stock
pulled
back
after
noting
that
packaging
cost
inflation
and
supply
chain
constraints
would
reduce
near
term
earnings
and
we
added
to
our
position
on
the
weakness.
With
the
company
re-focused,
management
is
aimed
at
growth
and
margin
improvement
and
we
see
significant
upside
potential
from
here.
We
had
a
number
of
our
financial
services
names
up
significantly
during
the
year…
SVB
Financial
(+75%),
Capital
One
(+49%),
Bank
of
America
(+47%)
and
Morgan
Stanley
(+47%).
We
believe
the
market
continues
to
underestimate
the
strength
of
these
franchises.
While
none
are
overly
levered
to
interest
rates,
each
has
a
slightly
different
business
model
that
is
growing
market
share.
Another
strong
contributor
was
homebuilder
Lennar
(+54%),
the
industry’s
largest.
In
spite
of
an
uptick
in
interest
rates,
the
US
housing
market
remains
very
strong
across
the
country
and
Lennar
continues
to
gain
share
while
management
has
restructured
the
business
to
drive
even
higher
returns.
Meanwhile,
oil
and
gas
producer
EOG
Resources
(+89%)
benefitted
from
disciplined
capital
programs
and
rising
prices.
Our
experience,
for
over
four
decades,
has
been
that
there
is
no
substitute
for
the
judgment
of
a
strong
management
team
focused
on
the
right
variables
to
grow
value
and
control
risk.
We
engage
with
management
teams
frequently
on
a
variety
of
issues,
encouraging
them
to
balance
short-term
forecasts
and
quarterly
guidance
with
a
focus,
as
well,
on
enduring
goals
that
aim
to
sustainably
improve
their
competitive
advantage
over
time.
Many
of
the
issues
we
have
always
discussed
with
companies
are
now
considered
to
be
components
of
environmental,
social
and
governance
(ESG)
best
practices.
Conducting
ESG-focused
company
meetings/calls,
emphasizing
material
matters
are
an
integral
part
of
Sound
Shore’s
active
engagement
with
management.
We
are
looking
for
change,
and
company-specific
improvement
has
always
been
at
the
core
of
Sound
Shore’s
value
investing
strategy.
Electricity
generator
and
marketer
Vistra
Energy
is
a
good
example
of
sustainable,
company-specific
improvement.
Our
research
identified
the
company
as
a
low
cost
provider
with
a
healthy
balance
between
generation
and
retail
(transmission
and
distribution).
During
our focused
engagement
with
the
company,
management
reiterated
Vistra’s
commitment
to
transitioning
the
portfolio
to
a
sustainable
footprint.
They
closed
older
plants
and
increased
the
renewables
portfolio.
In
fact,
management
has
introduced
Vistra
Zero,
a
portfolio
of
zero-carbon
power
generation
facilities,
including
seven
new
projects
in
its
primary
market
of
Texas
that
total
nearly
1
gigawatt,
the
equivalent
of
110
million
LED
light
bulbs!
The
seven
projects
are
expected
to
see
a
capital
investment
of
approximately
$850
million.
These
initiatives
along
with
its
announced
coal
plant
retirements,
gives
Vistra
a
clear
line
of
sight
to
achieving
its
2030
emissions
reduction
goal.
They
continue
to
invest
in
innovation
and
operational
improvements,
as
well
as
advocate
for
policy
changes
that
will
accelerate
the
global
transition
to
a
clean
energy
future,
while
maintaining
adequate
near-term
supply.
We
like
the
outlook
for
Vistra
and
believe
it
is
attractively
valued
at
a
below
normal
10
times
forward
earnings with
a
free
cash
yield
exceeding
12%
consensus
estimates.
During
the
most
recent
rally
from
2017-2020,
the
market's
earnings
multiple
expanded
from
around
18
to
22
as
investors
responded
to
prolonged
lower
rates
and
anticipated
corporate
earnings
growth
would
be
revised
higher.
This
scenario
has
3
largely
played
out
and
for
the
last
year
or
so,
the
market
multiple
has
fluctuated.
As
2021
moved
on,
investors
were
faced
with
a
simple
question…How
much
do
they
want
to
pay
for
earnings
growth
that
may
be
peaking,
particularly
if
rates
may
no
longer
be
falling?
Historically
low
interest
rates
have
been
a
key
factor
helping
to
drive
valuations
(multiple
expansion).
The
chart
below
illustrates
how
the
bond
proxy
parts
of
the
equity
market
have
benefited
and
this
may
change.
Meanwhile,
the
U.S.
is
coping
with
a
surge
in
inflation,
continued
supply
chain
issues
and
fear
of
higher
taxes.
In
response,
the
Federal
Reserve
announced
in
December
it
would
end
its
pandemic-era
bond
purchases
in
March
2022
and
pave
the
way
for
three
quarter-percentage-point
interest
rate
hikes
by
the
end
of
2022.
Rising
interest
rates
increase
borrowing
costs
for
businesses
and
consumers
alike,
while
higher
long-term
rates
can
depress
stock
multiples
(multiple
compression),
especially
for
bond-like
equities
and
high-multiple
growth
stocks.
Of
course,
the
push
and
pull
of
higher
short-term
rates
can
ultimately
lead
to
a
slower
economy
and
many
pundits
have
already
begun
to
predict
when/if
that
may
happen.
We
have
never
been
ones
to
predict,
but
if
interest
rates
have
bottomed,
valuations
are
likely
to
be
flat
or
down
in
the
coming
months.
Historically,
when
bull
markets
transition
from
early-cycle
recovery
phases
to
slower
growth
mid-cycle
periods
valuations
typically
decline,
which
may
make
for
a
more
volatile
market.
It
doesn’t
mean
we
can’t
find
opportunities,
but
it
is
likely
that
4
earnings
and
cash
flow
become
more
important
drivers
versus
PE
ratios
or
multiples.
Just
as
we
have
been
in
a
low
interest
rate
environment
for
the
last
few
years,
the
transition
to
higher
rates
could
also
be
lengthy.
It
is
not
unexpected
to
see
some
back
and
forth
between
value
and
growth
stocks
like
we
did
in
2021.
With
that
backdrop
in
mind,
we
are
encouraged
by
the
attractive
valuation
and
earnings
power
of
our
portfolio
holdings,
as
highlighted
in
the
graph
below.
Given
the
market
movements
we
described,
our
focus
on
valuing
out-of-favor
stocks
and
identifying
company-specific
sources
of
revenue,
earnings
and
cash
flow
growth,
should
continue
to
surface
potentially
profitable
investment
opportunities.
Our
conviction
is
high
and
we
remain
steadfast
in
our
approach.
Sound
Shore’s
portfolio
is
attractively
valued
at
11.8
times
forward
5
earnings
versus
21.4
times
for
the
S&P
500
and
16.0
times
for
the
Russell
1000
Value.
As
markets
return
to
rewarding
company-
specific
drivers,
we
believe
our
holdings
should
benefit.
Many
thanks
as
always
for
your
investment
alongside
ours.
Sincerely,
SOUND
SHORE
FUND
Harry
Burn,
III
John
P.
DeGulis
T.
Gibbs
Kane,
Jr.
Co-Portfolio
Managers
Important
Information
The
Standard
&
Poor’s
500
Index
is
an
unmanaged
index
representing
the
average
performance
of
500
widely
held,
publicly
traded,
large
capitalization
stocks.
The
Russell
1000
Value
Index
measures
the
performance
of
the
large-cap
value
segment
of
the
U.S.
equity
universe.
It
includes
those
Russell
1000
companies
with
lower
price-to-book
ratios
and
lower
expected
growth
values.
It
is
not
possible
to
invest
directly
in
an
Index.
Data
presented
reflects
that
of
the
underlying
holdings
of
the
Fund,
not
of
the
Fund
itself.
Forward
P/E
(estimated
price-to-earnings)
is
a
measure
of
the
P/E
using
forecasted
earnings
for
the
P/E
calculation.
Book
value
is
the
accounting
value
of
a
company’s
assets,
minus
its
liabilities.
Pharmacy
Benefits
Managers
(PBM),
are
companies
that
help
manage
prescription
benefits.
Return
on
equity
(ROE)
is
a
measure
of
financial
performance
calculated
by
dividing
net
income
by
shareholders'
equity.
The
Adviser
analyzes
risk
on
a
company-by-company
basis.
The
Adviser
considers
governance
as
well
as
environmental
and
social
factors
(ESG)
as
appropriate.
While
valuation,
governance,
environmental
and
social
factors
are
analyzed,
the
evaluation
of
all
key
investment
considerations
is
industry-
and
company-specific.
Consequently,
no
one
issue
necessarily
disqualifies
a
company
from
investment
and
no
individual
characteristic
must
be
present
prior
to
investment.
An
investment
in
the
Fund
is
subject
to
risk,
including
the
possible
loss
of
principal
amount
invested.
Mid
Cap
Risk:
Securities
of
medium
sized
companies
may
be
more
volatile
and
more
difficult
to
liquidate
during
market
downturns
than
securities
of
large,
more
widely
traded
companies.
Foreign
Securities
Risk:
The
Fund
may
invest
in
foreign
securities
primarily
in
the
form
of
American
Depositary
Receipts.
Investing
in
the
securities
of
foreign
issuers
also
involves
certain
special
risks,
which
are
not
typically
associated
with
investing
in
U.S.
dollar-denominated
securities
or
quoted
securities
of
U.S.
issuers
including
increased
risks
of
adverse
issuer,
political,
regulatory,
market
or
economic
developments,
changes
in
currency
rates
and
in
exchange
control
regulations.
The
Fund
is
also
subject
to
other
risks,
including,
but
not
limited
to,
risks
associated
with
value
investing.
The
views
in
this
letter
were
those
of
the
Fund
managers
as
of
12/31/21
and
may
not
necessarily
reflect
their
views
on
the
date
this
letter
is
first
published
or
anytime
thereafter.
6
Investment
and
Performance
Comparison
(Unaudited)
The
following
chart
reflects
a
ten-year
comparison
in
the
change
in
value
of
a
hypothetical
$10,000
investment
in
shares
of
the
Investor
Class
of
the
Fund,
including
reinvested
dividends
and
distributions,
with
a
broad-based
securities
market
index.
The
Russell
1000
Value
Index
(the
“Russell
Value”)
measures
the
performance
of
the
largest
1,000
U.S.
companies
(based
on
total
market
capitalization)
that
have
lower
price-to-book
ratios
and
lower
expected
and
historical
growth
values.
The
Fund
is
professionally
managed,
while
the
Russell
Value
is
unmanaged
and
is
not
available
for
investment.
The
Russell
Value
excludes
the
effect
of
any
expenses,
which
have
been
deducted
from
the
Fund’s
return.
The
performance
table
and
graph
do
not
reflect
the
deduction
of
taxes
that
a
shareholder
would
pay
on
Fund
distributions
or
the
redemption
of
Fund
shares.
SOUND
SHORE
FUND
-
INVESTOR
CLASS
VS.
RUSSELL
VALUE
7
Past
performance
cannot
predict
nor
guarantee
future
results.
Investment
return
and
principal
value
of
an
investment
in
the
Fund
will
fluctuate
so
that
an
investor’s
shares,
when
redeemed,
may
be
worth
more
or
less
than
their
original
cost.
Results
of
an
investment
made
today
may
differ
substantially
from
the
Fund’s
historical
performance.
Current
performance
may
be
lower
or
higher
than
the
performance
data
quoted.
1
Performance
information
for
the
Institutional
Class,
prior
to
the
commencement
of
operations
on
December
9,
2013,
is
based
on
the
performance
of
the
Investor
Class,
and
adjusted
for
the
lower
expenses
applicable
to
the
Institutional
Class.
As
stated
in
the
current
prospectus,
dated
May
1,
2021,
the
total
annual
fund
operating
expense
ratio
(gross)
is
0.93%
for
the
Investor
Class
and
0.84%
for
the
Institutional
Class.
Subsequently
for
the
fiscal
year
ended
December
31,
2021,
the
total
annual
operating
expense
ratio
(gross)
for
the
Investor
Class
was
0.93%
and
0.83%
for
the
Institutional
Class,
as
shown
in
the
financial
highlights.
The
Institutional
Class’
net
expense
ratio
is
0.75%
since
the
Fund
Adviser
has
agreed
to
reimburse
essentially
all
of
the
ordinary
expenses
of
the
Institutional
Class.
This
agreement
is
in
effect
until
at
least
May
1,
2022.
For
more
information
about
expense
reimbursements
please
see
the
Notes
to
Financial
Statements.
AVERAGE
ANNUAL
TOTAL
RETURN
as
of
December
31,
2021
One
Year
Five
Years
Ten
Years
Sound
Shore
Fund,
Inc.
Fund
—
Investor
Class
23.76%
10.80%
13.12%
Sound
Shore
Fund,
Inc.
Fund
—
Institutional
Class
1
23.95%
10.98%
13.31%
Russell
1000®
Value
Index
25.16%
11.16%
12.97%
8
Sound
Shore
Fund,
Inc.
SCHEDULE
OF
INVESTMENTS
December
31,
2021
See
Notes
to
Financial
Statements.
Sector
Weightings
(a)
(as
of
December
31,
2021)
as
a
percentage
of
Net
Assets
(Unaudited)
Share
Amount
Value
Common
Stock
(95.5%)
(a)
Communication
Services
(
3.3%
)
Alphabet,
Inc.,
Class A
(b)
8,655‌
$
25,073,881‌
Verizon
Communications,
Inc.
312,500‌
16,237,500‌
41,311,381‌
Consumer
Discretionary
(
5.1%
)
Lennar
Corp.,
Class A
216,850‌
25,189,296‌
Magna
International,
Inc.
478,550‌
38,733,837‌
63,923,133‌
Consumer
Staples
(
2.9%
)
Conagra
Brands,
Inc.
1,056,700‌
36,086,305‌
9
Sound
Shore
Fund,
Inc.
SCHEDULE
OF
INVESTMENTS
(Continued)
December
31,
2021
See
Notes
to
Financial
Statements.
Share
Amount
Value
Energy
(
6.3%
)
Baker
Hughes
Co.
1,147,100‌
$
27,599,226‌
Coterra
Energy,
Inc.
1,350,300‌
25,655,700‌
EOG
Resources,
Inc.
288,650‌
25,640,780‌
78,895,706‌
Financials
(
22.9%
)
Alleghany
Corp.
(b)
66,295‌
44,257,879‌
Bank
of
America
Corp.
818,000‌
36,392,820‌
Berkshire
Hathaway,
Inc.,
Class B
(b)
103,205‌
30,858,295‌
Capital
One
Financial
Corp.
216,900‌
31,470,021‌
Morgan
Stanley
364,600‌
35,789,136‌
RenaissanceRe
Holdings,
Ltd.
189,550‌
32,096,501‌
SVB
Financial
Group
(b)
40,595‌
27,533,153‌
Wells
Fargo
&
Co.
971,650‌
46,619,767‌
285,017,572‌
Health
Care
(
28.3%
)
Anthem,
Inc.
74,475‌
34,522,141‌
Cigna
Corp.
214,965‌
49,362,413‌
DENTSPLY
SIRONA,
Inc.
626,150‌
34,932,908‌
Elanco
Animal
Health,
Inc.
(b)
991,100‌
28,127,418‌
Henry
Schein,
Inc.
(b)
438,200‌
33,973,646‌
Merck
&
Co.,
Inc.
542,700‌
41,592,528‌
Organon
&
Co.
1,286,160‌
39,163,572‌
Perrigo
Co.
PLC
1,244,600‌
48,414,940‌
Pfizer,
Inc.
721,550‌
42,607,528‌
352,697,094‌
Industrials
(
7.7%
)
PACCAR,
Inc.
442,350‌
39,041,811‌
Sensata
Technologies
Holding
PLC
(b)
596,350‌
36,788,832‌
Westinghouse
Air
Brake
Technologies
Corp.
212,600‌
19,582,586‌
95,413,229‌
Information
Technology
(
12.9%
)
Flex,
Ltd.
(b)
2,953,300‌
54,133,989‌
NXP
Semiconductors
NV
176,150‌
40,123,447‌
Oracle
Corp.
396,400‌
34,570,044‌
10
See
Notes
to
Financial
Statements.
Sound
Shore
Fund,
Inc.
SCHEDULE
OF
INVESTMENTS
(Concluded)
December
31,
2021
Share
Amount
Value
Information
Technology
(12.9%)
(continued)
Vontier
Corp.
1,038,500‌
$
31,913,105‌
160,740,585‌
Materials
(
2.0%
)
International
Paper
Co.
539,350‌
25,338,663‌
Utilities
(
4.1%
)
Vistra
Corp.
2,238,700‌
50,975,199‌
Total
Common
Stock
(95.5%)
(cost
$882,579,138)
1,190,398,867‌
Short-Term
Investment
(
4.4%
)
Money
Market
Fund
(4.4%)
First
American
Government
Obligations
Fund,
Class X,
0.03%
(c)
54,458,490‌
54,458,490‌
Total
Short-Term
Investment
(4.4%)
(cost
$54,458,490)
54,458,490‌
Investments,
at
value
(99.9%)
(cost
$937,037,628)
$
1,244,857,357‌
Other
Assets
Less
Liabilities
(0.1%)
1,706,69
8‌
Net
Assets
(100.0%)
$
1,246,564,05
5‌
(a)
More
narrow
industries
are
utilized
for
compliance
purposes,
whereas
broad
sectors
are
utilized
for
reporting
purposes.
(b)
Non-income
producing
security.
(c)
Percentage
disclosed
reflects
the
money
market
fund’s
class
X
shares
7-day
yield
as
of
December
31,
2021.
PLC
Public
Limited
Company
11
Sound
Shore
Fund,
Inc.
STATEMENT
OF
ASSETS
AND
LIABILITIES
December
31,
2021
See
Notes
to
Financial
Statements.
ASSETS
Investments,
at
value
(Cost
$937,037,628)
$
1,244,857,357‌
Receivables:
Capital
shares
sold
1,828,303‌
Dividends
1,232,725‌
Foreign
tax
reclaims
153,690‌
Prepaid
expenses
71,369‌
Total
Assets
1,248,143,444‌
LIABILITIES
Payables:
Capital
shares
redeemed
657,620‌
Accrued
liabilities:
Advisory
fees
748,922‌
Administrator
fees
14,846‌
Transfer
agent
fees
and
expenses
61,466‌
Custodian
fees
15,240‌
Compliance
and
Treasurer
Services
fees
and
expenses
12,500‌
Professional
fees
42,500‌
Other
accrued
liabilities
26,295‌
Total
Liabilities
1,579,389‌
Net
Assets
$
1,246,564,055‌
COMPONENTS
OF
NET
ASSETS
Common
stock,
at
Par
Value
$
30,151‌
Paid-in
Capital
94
1
,
642
,
129‌
Distributable
earnings
30
4,891,775‌
Net
Assets
$
1,246,564,055‌
NET
ASSET
VALUE
Net
Assets
-
Investor
Class
Shares
$
671,379,650‌
Shares
Outstanding
-
Investor
Class
(100,000,000
shares
authorized,
par
value
$0.001)
16,312,714‌
Net
Asset
Value
(offering
&
redemption
price
per
share)
-
Investor
Class
Shares
$
41.16‌
Net
Assets
-
Institutional
Class
Shares
$
575,184,405‌
Shares
Outstanding
-
Institutional
Class
(100,000,000
shares
authorized,
par
value
$0.001)
13,838,674‌
Net
Asset
Value
(offering
&
redemption
price
per
share)
-
Institutional
Class
Shares
$
41.56‌
12
Sound
Shore
Fund,
Inc.
STATEMENT
OF
OPERATIONS
For
the
Year
Ended
December
31,
2021
See
Notes
to
Financial
Statements.
INVESTMENT
INCOME
Income:
Dividend
income
(net
of
foreign
withholding
taxes
of
$157,458)
$
22,382,393‌
Total
Income
22,382,393‌
Expenses:
Advisory
fees
(Note
3)
9,451,310‌
Administrator
fees
176,017‌
Transfer
agent
fees
and
expenses
-
Investor
Class
Shares
696,369‌
Transfer
agent
fees
and
expenses
-
Institutional
Class
Shares
40,249‌
Custodian
fees
89,913‌
Compliance
and
Treasurer
Services
fees
and
expenses
(Note
3)
153,250‌
Directors'
fees
and
expenses
(Note
3)
190,000‌
Professional
fees
102,500‌
Registration
fees
-
Investor
Class
Shares
26,574‌
Registration
fees
-
Institutional
Class
Shares
30,294‌
Printing
and
postage
fees
-
Investor
Class
Shares
59
,
926‌
Printing
and
postage
fees
-
Institutional
Class
Shares
44,356‌
Miscellaneous
89,908‌
Total
Expenses
11,150,666‌
Expense
Reimbursements
-
Institutional
Class
Shares
(Note
3)
(478,326‌)
Net
Expenses
10,672,340‌
Net
Investment
Income
11,710,053‌
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
ON
INVESTMENTS
Net
realized
gain
on
investments
265,625,978‌
Net
change
in
unrealized
appreciation
(depreciation)
on
investments
(14,100,501‌)
Net
realized
and
unrealized
gain
on
investments
251,525,477‌
Net
increase
in
net
assets
from
operations
$
263,235,530‌
13
Sound
Shore
Fund,
Inc.
STATEMENTS
OF
CHANGES
IN
NET
ASSETS
See
Notes
to
Financial
Statements.
For
the
Year
Ended
December
31,
2021
2020
Operations:
Net
investment
income
$
11,710,053‌
$
10,085,798‌
Net
realized
gain
on
investments
and
redemptions
in-kind
(Note
6)
265,625,978‌
87,465,213‌
Net
change
in
unrealized
appreciation
(depreciation)
on
investments
(14,100,501‌)
(60,819,351‌)
Increase
in
net
assets
from
operations
263,235,530‌
36,731,660‌
Distributions
to
shareholders:
Investor
Class
Shares
(149,441,808‌)
(49,691,231‌)
Institutional
Class
Shares
(124,411,263‌)
(38,692,117‌)
Total
distributions
to
shareholders
(273,853,071‌)
(88,383,348‌)
Net
capital
share
transactions
(Note
6
):
Investor
Class
Shares
35,265,160‌
(180,071,640‌)
Institutional
Class
Shares
63,302,817‌
(147,545,453‌)
Total
capital
share
transactions
98,567,977‌
(327,617,093‌)
Total
increase
(decrease)
87,950,436‌
(379,268,781‌)
NET
ASSETS
Beginning
of
the
year
1,158,613,619‌
1,537,882,400‌
End
of
the
year
$
1,246,564,055‌
$
1,158,613,619‌
14
Sound
Shore
Fund,
Inc.
NOTES
TO
FINANCIAL
STATEMENTS
December
31,
2021
1.
Organization
Sound
Shore
Fund,
Inc.
(the
“Fund”)
was
incorporated
under
the
laws
of
the
State
of
Maryland
on
February
19,
1985
and
is
registered
as
a
diversified,
open-end
management
investment
company
under
the
Investment
Company
Act
of
1940
(the
“Act”).
The
investment
objective
of
the
Fund
is
growth
of
capital.
The
Fund
qualifies
as
an
investment
company
as
defined
in
Financial
Accounting
Standards
Codification
946
—
Financial
Services
—
Investment
Companies.
The
total
number
of
shares
of
common
stock
which
the
Fund
is
authorized
to
issue
is
200,000,000,
par
value
$0.001
per
share
of
which
100,000,000
shares
are
designated
to
the
Investor
Class
and
100,000,000
shares
are
designated
to
the
Institutional
Class.
The
Board
of
Directors
(the
“Board”)
may,
without
shareholder
approval,
classify
or
reclassify
any
unissued
shares
into
other
classes
or
series
of
shares.
Each
share
of
the
Fund
has
equal
dividend,
distribution,
liquidation
and
voting
rights
(except
as
to
matters
relating
exclusively
to
one
class
of
shares),
and
fractional
shares
have
those
rights
proportionately.
2.
Significant
Accounting
Policies
These
financial
statements
are
prepared
in
accordance
with
accounting
principles
generally
accepted
in
the
United
States
of
America
(“GAAP”),
which
require
management
to
make
estimates
and
assumptions
that
affect
the
reported
amounts
of
assets
and
liabilities,
disclosure
of
contingent
liabilities,
if
any,
at
the
date
of
the
financial
statements,
and
the
reported
amounts
of
increase
and
decrease
in
net
assets
from
operations
during
the
fiscal
period.
Actual
results
could
differ
from
those
estimates.
The
following
represents
the
significant
accounting
policies
of
the
Fund:
a.
Security
Valuation
Exchange-traded
securities
including
those
traded
on
the
National
Association
of
Securities
Dealers’
Automated
Quotation
system
(“NASDAQ”),
are
valued
at
the
last
quoted
sale
price
or
official
closing
price
as
provided
by
independent
pricing
services
as
of
the
close
of
trading
on
the
system
or
exchange
on
which
they
are
primarily
traded,
on
each
Fund
business
day.
In
the
absence
of
a
sale,
such
securities
are
valued
at
the
mean
of
the
last
bid
and
asked
prices.
Non-exchange-traded
securities
for
which
over-the-counter
market
quotations
are
readily
available
are
generally
valued
at
the
mean
between
the
current
bid
and
asked
prices
provided
by
independent
pricing
services.
Investments
in
other
open-end
regulated
investment
companies
are
valued
at
their
publicly
traded
net
asset
value
(“NAV”).
The
Fund
values
securities
at
fair
value
pursuant
to
procedures
adopted
by
the
Board
if
market
quotations
are
not
readily
available
(including
a
short
and
temporary
lapse
in
the
provision
of
a
price
by
the
regular
pricing
source)
or,
if
in
the
judgment
of
the
Adviser,
as
defined
in
Note
3,
the
prices
or
values
available
do
not
represent
the
fair
value
of
the
instrument.
Factors
which
may
cause
the
Adviser
to
make
such
a
judgment
include,
but
are
not
limited
to,
the
following:
(i)
only
a
bid
price
or
an
asked
price
is
available,
(ii)
the
spread
between
the
bid
price
and
the
asked
price
is
substantial,
(iii)
the
frequency
of
sales,
(iv)
the
thinness
of
the
market,
(v)
the
size
of
reported
trades,
and
(vi)
actions
of
the
securities
markets,
such
as
15
Sound
Shore
Fund,
Inc.
NOTES
TO
FINANCIAL
STATEMENTS
(Continued)
December
31,
2021
the
suspension
or
limitation
of
trading.
Fair
valuation
is
based
on
subjective
factors
and,
as
a
result,
the
fair
value
price
of
a
security
may
differ
from
the
security’s
market
price
and
may
not
be
the
price
at
which
the
security
may
be
sold.
Fair
valuation
could
result
in
a
NAV
different
from
one
determined
by
using
market
quotations.
Valuation
inputs
used
to
determine
the
value
of
the
Fund’s
investments
are
summarized
in
the
three
broad
levels
listed
below:
Level
1
-
quoted
prices
in
active
markets
for
identical
assets
Level
2
-
other
significant
observable
inputs
(including
quoted
prices
of
similar
securities,
interest
rates,
prepayment
speeds,
credit
risk,
etc.)
Level
3
-
significant
unobservable
inputs
(including
the
Fund’s
own
assumptions
in
determining
the
fair
value
of
investments)
The
inputs
or
methodology
used
for
valuing
securities
are
not
necessarily
an
indication
of
the
risk
associated
with
investing
in
those
securities.
Pursuant
to
the
valuation
procedures
noted
previously,
equity
securities
(including
exchange-traded
securities
and
other
open-end
regulated
investment
companies)
are
generally
categorized
as
Level
1
securities
in
the
fair
value
hierarchy.
Investments
for
which
there
are
no
quotations,
or
for
which
quotations
do
not
appear
reliable,
are
valued
at
fair
value
as
determined
in
good
faith
by
the
Pricing
Committee
under
the
direction
of
the
Board.
These
valuations
are
typically
categorized
as
Level
2
or
Level
3
in
the
fair
value
hierarchy.
The
following
table
summarizes
the
Fund’s
investments
categorized
in
the
fair
value
hierarchy
as
of
December
31,
2021:
At
December
31,
2021
,
all
equity
securities
and
open-end
regulated
investment
companies
were
included
in
Level
1
in
the
table
above.
Please
refer
to
the
Schedule
of
Investments
to
view
equity
securities
categorized
by
sector/industry
type.
b.
Security
Transactions
Security
transactions
are
recorded
on
a
trade
date
basis.
Realized
gain
and
loss
on
investments
sold
are
recorded
on
the
basis
of
identified
cost.
Dividend
income
is
recorded
on
the
ex-dividend
date.
Interest
income
is
recorded
on
an
accrual
basis.
Foreign
dividend
income
is
recorded
on
the
ex-dividend
date
or
as
soon
as
practicable
after
the
Fund
determines
the
existence
of
a
dividend
declaration
after
exercising
reasonable
due
diligence.
Income
and
capital
gains
on
some
foreign
securities
may
be
subject
to
foreign
withholding
tax,
which
is
accrued
as
applicable.
Investment
income,
realized
and
Security
Type
Level
1
Level
2
Level
3
Total
Investments
in
Securities
Common
Stock
$
1,190,398,867
$
–
$
–
$
1,190,398,867
Short-Term
Investments
54,458,490
–
–
54,458,490
Total
Investments
$
1,244,857,357
$
–
$
–
$
1,244,857,357
16
Sound
Shore
Fund,
Inc.
NOTES
TO
FINANCIAL
STATEMENTS
(Continued)
December
31,
2021
unrealized
gains
and
losses
and
certain
Fund-level
expenses
are
allocated
to
each
class
based
on
relative
average
daily
net
assets.
Certain
expenses
are
incurred
at
the
class
level
and
charged
directly
to
that
particular
class.
Class
level
expenses
are
denoted
as
such
on
the
Fund’s
Statement
of
Operations.
c.
Dividends
and
Distributions
to
Shareholders
Dividends
are
declared
separately
for
each
class.
No
class
has
preferential
dividend
rights;
differences
in
per-share
dividend
rates
are
generally
due
to
class-specific
fee
waivers
and
expenses.
Dividends
and
distributions
payable
to
shareholders
are
recorded
by
the
Fund
on
the
ex-dividend
date.
Dividends
from
net
investment
income,
if
any,
are
declared
and
paid
semiannually.
Capital
gains,
if
any,
are
distributed
to
shareholders
at
least
annually.
The
Fund
determines
its
net
investment
income
and
capital
gains
distributions
in
accordance
with
income
tax
regulations,
which
may
differ
from
GAAP.
These
differences
are
due
primarily
to
differing
treatments
of
income
and
gains
on
various
securities
held
by
the
Fund,
timing
differences
and
differing
characterizations
of
distributions
made
by
the
Fund.
To
the
extent
distributions
exceed
net
investment
income
and
net
realized
capital
gains
for
tax
purposes,
they
are
reported
as
a
return
of
capital.
d.
Federal
Taxes
The
Fund
intends
to
qualify
each
year
as
a
regulated
investment
company
and
to
distribute
substantially
all
of
its
taxable
income.
In
addition,
by
distributing
in
each
calendar
year
substantially
all
of
its
net
investment
income,
capital
gain
and
certain
other
amounts,
if
any,
the
Fund
will
not
be
subject
to
federal
taxation.
Therefore,
no
federal
income
or
excise
tax
provision
is
required.
For
all
open
tax
years
and
all
major
taxing
jurisdictions,
management
of
the
Fund
has
concluded
that
there
are
no
significant
uncertain
tax
positions
that
would
require
the
Fund
to
record
a
tax
liability
or
would
otherwise
require
recognition
in
the
financial
statements.
Open
tax
years
are
those
that
are
open
for
examination
by
taxing
authorities
(i.e.,
generally,
the
last
three
tax
year-ends
2018
–
2020,
and
the
interim
tax
year
since
then).
3.
Fees
and
Expenses
Investment
Adviser
The
Fund’s
investment
adviser
is
Sound
Shore
Management,
Inc.
(the
“Adviser”).
Pursuant
to
an
investment
advisory
agreement,
the
Adviser
receives
an
advisory
fee,
accrued
daily
and
paid
monthly
at
an
annual
rate
of
0.75%
of
the
Fund’s
average
daily
net
assets.
Pursuant
to
an
expense
limitation
agreement
between
the
Adviser
and
the
Fund,
the
Adviser
has
agreed
to
reimburse
all
of
the
ordinary
expenses
of
the
Institutional
Class,
excluding
advisory
fees,
interest,
taxes,
brokerage
commissions,
acquired
fund
fees
and
expenses,
extraordinary
expenses
and
all
litigation
costs
until
at
least
May
1,
2022.
This
reimbursement
is
shown
on
the
Statement
of
Operations
as
a
reduction
of
expenses,
and
such
amounts
are
not
subject
to
future
recoupment
by
the
Adviser.
Other
Services
Atlantic
Fund
Administration,
LLC,
a
wholly
owned
subsidiary
of
Apex
US
Holdings
LLC
(d/b/a
Apex
Fund
Services)
(“Apex”),
provides
certain
administration
and
portfolio
accounting
services
to
the
Fund.
US
Bank,
N.A.
(“US
Bank”)
serves
as
custodian
to
the
Fund.
Apex
provides
transfer
agency
services
to
the
Fund.
17
Sound
Shore
Fund,
Inc.
NOTES
TO
FINANCIAL
STATEMENTS
(Continued)
December
31,
2021
The
Fund
also
has
agreements
with
various
financial
intermediaries
and
“mutual
fund
supermarkets”
under
which
customers
of
these
intermediaries
may
purchase
and
hold
Fund
shares.
These
intermediaries
effectively
provide
subtransfer
agent
services
that
the
Fund’s
transfer
agent
would
have
otherwise
had
to
provide.
In
recognition
of
this,
the
transfer
agent,
the
Fund
and
the
Fund’s
Adviser
have
entered
into
an
agreement
whereby
the
transfer
agent
agrees
to
pay
financial
intermediaries
a
portion
of
the
amount
denoted
on
the
Statement
of
Operations
as
“Transfer
agent
fees
and
expenses
—
Investor
Class
Shares”
that
it
receives
from
the
Fund
for
its
services
as
transfer
agent
for
the
Investor
Class
and
the
Adviser
agrees
to
pay
the
excess,
if
any,
charged
by
a
financial
intermediary
for
that
class.
Foreside
Fund
Services,
LLC
is
the
Fund’s
distributor
(the
“Distributor”).
The
Distributor
is
not
affiliated
with
the
Adviser,
Apex,
US
Bank,
or
its
affiliated
companies.
The
Distributor
receives
no
compensation
from
the
Fund
for
its
distribution
services.
Pursuant
to
a
Compliance
Services
Agreement
with
the
Fund,
Foreside
Fund
Officer
Services,
LLC
(“FFOS”),
an
affiliate
of
the
Distributor,
provides
a
Chief
Compliance
Officer
and
Anti-Money
Laundering
Officer
to
the
Fund
as
well
as
some
additional
compliance
support
functions.
Under
a
Treasurer
Services
Agreement
with
the
Fund,
Foreside
Management
Services,
LLC
(“FMS”),
an
affiliate
of
the
Distributor,
provides
a
Treasurer
to
the
Fund.
Neither
the
Distributor,
FFOS,
FMS,
nor
their
employees
that
serve
as
officers
of
the
Fund,
have
any
role
in
determining
the
investment
policies
of
or
securities
to
be
purchased
or
sold
by
the
Fund.
The
Fund
pays
each
director
who
is
not
an
“interested
person”
of
the
Fund,
as
defined
in
Section
2(a)(19)
of
the
Act
(“Independent
Director”),
quarterly
fees
of
$5,000,
plus
$10,000
per
quarterly
in-person
meeting,
$4,000
per
quarterly
meeting
attended
telephonically,
and
$2,000
per
special
meeting
attended
in
person
or
telephonically.
In
addition,
the
Chairman
of
the
Audit
Committee
receives
a
quarterly
fee
of
$2,500.
During
the
year
ended
December
31,
2021,
each
Independent
Director
received
the
standard
in-person
meeting
fee
for
attendance
at
regularly
scheduled
meetings
of
the
Board
held
by
video
conference
as
a
result
of
the
onset
of
the
COVID-19
pandemic.
Certain
Officers
and
Directors
of
the
Fund
are
officers,
directors,
or
employees
of
the
aforementioned
companies.
4.
Purchases
and
Sales
of
Securities
The
cost
of
securities
purchased
and
proceeds
from
sales
of
securities
(excluding
short-term
investments)
for
the
fiscal
year
ending
December
31,
2021,
aggregated
$530,117,895
and
$714,370,447,
respectively.
18
Sound
Shore
Fund,
Inc.
NOTES
TO
FINANCIAL
STATEMENTS
(Continued)
December
31,
2021
5.
Federal
Income
Tax
Cost
for
federal
income
tax
purposes
is
$939,965,582
and
net
unrealized
appreciation
consists
of:
Distributions
during
the
fiscal
years
ended
December
31,
2021
and
December
31,
2020
were
characterized
for
tax
purposes
as
follows:
On
the
Statement
of
Assets
and
Liabilities,
primarily
as
a
result
of
permanent
book
to
tax
differences
arising
from
return
of
capital
distributions
from
equity
securities,
the
following
amounts
have
been
reclassified
for
the
year
ended
December
31,
2021:
Components
of
net
assets
on
a
federal
income
tax
basis
at
December
31,
2021,
were
as
follows:
At
December
31,
2021,
the
Fund,
for
federal
income
tax
purposes,
had
no
capital
loss
carryforwards.
Gross
Unrealized
Appreciation
$
3
2
8
,
756
,
939
Gross
Unrealized
Depreciation
(
23,865,164
)
Net
Unrealized
Appreciation
$
3
0
4,891,775
2021
2020
Ordinary
Income
$
78,
798
,
207
$
9,759,607
Long-Term
Capital
Gain
19
5,054,864
78,631,157
Total
Taxable
Distributions
$
273,853,071
$
88,390,764
Paid-in
Capital
$
(1,079,285)
Distributable
Earnings
1,079,285
Par
Value
+
Paid-in
Capital
$
94
1
,
672
,
280
Net
Unrealized
Appreciation
3
0
4
,
891
,
775
Net
Assets
$
1,
246
,
564
,
055
19
Sound
Shore
Fund,
Inc.
NOTES
TO
FINANCIAL
STATEMENTS
(Continued)
December
31,
2021
6.
Capital
Stock
Transactions
in
capital
stock
for
the
period
ended
December
31,
2021
and
the
year
ended
December
31,
2020,
were
as
follows:
Redemption
proceeds
normally
are
paid
in
cash.
However,
the
Fund
reserves
the
right
to
pay
redemption
proceeds
in
portfolio
securities
rather
than
cash.
These
redemptions
“in-kind”
usually
occur
if
the
amount
to
be
redeemed
is
large
enough
to
affect
Fund
operations
(for
example,
if
it
represents
more
than
1%
of
the
Fund’s
assets).
For
book
purposes,
the
Fund
will
recognize
a
gain
on
the
redemption
in-kind
to
the
extent
the
value
of
the
distributed
securities
on
the
date
of
redemption
exceeds
the
cost
of
those
securities;
the
Fund
recognizes
a
loss
if
cost
exceeds
value.
Gains
and
losses
realized
on
a
redemption
in-kind
are
generally
not
recognized
for
tax
purposes.
During
the
year
ended
December
31,
2020,
shares
redeemed
for
the
Institutional
Class
included
redemption
in-kind
transactions
of
1,577,365
shares
valued
at
$62,589,848,
paid
by
redemption
proceeds
in
portfolio
securities
of
$60,292,224
and
$2,297,624
in
cash.
The
Fund
had
realized
gains
on
these
transactions
of
$16,812,065
recorded
in
the
accompanying
Statements
of
Changes
in
Net
Assets.
There
were
no
redemption
in-kind
transactions
for
the
year
ended
December
31,
2021.
7.
Risks
As
of
December
31,
2021,
the
Fund
invested
a
significant
portion
of
its
assets
in
securities
in
the
Health
Care
sector.
Investing
a
significant
portion
of
the
Fund's
assets
in
one
sector
of
the
market
exposes
the
Fund
to
greater
market
risk
and
potential
monetary
losses
than
if
those
assets
were
spread
among
various
sectors.
The
global
outbreak
of
the
COVID-19
virus
has
caused
negative
effects
on
many
companies,
sectors,
countries,
regions,
and
financial
markets
in
general,
and
uncertainty
exists
as
to
its
long-term
implications.
The
effects
of
the
pandemic
may
adversely
impact
the
Fund’s
assets
and
performance.
The
financial
statements
do
not
include
any
adjustments
that
might
result
from
the
outcome
of
this
uncertainty.
For
the
Year
Ended
December
31,
2021
Investor
Class
Institutional
Class
Shares
Amount
Shares
Amount
Sale
of
shares
431,771
$
20,609,970
968,105
$
47,405,245
Reinvestment
of
dividends
3,423,895
141,544,950
2,936,531
122,637,322
Redemption
of
shares
(2,702,428)
(126,889,760)
(2,216,481)
(106,739,750)
Net
increase
from
capital
transactions
1,153,238
$
35,265,160
1,688,155
$
63,302,817
For
the
Year
Ended
December
31,
2020
Investor
Class
Institutional
Class
Shares
Amount
Shares
Amount
Sale
of
shares
806,992
$
29,483,742
1,974,391
$
71,800,543
Reinvestment
of
dividends
1,145,887
47,315,602
919,562
38,179,171
Redemption
of
shares
(6,918,995)
(256,870,984)
(6,789,422)
(257,525,167)
Net
decrease
from
capital
transactions
(4,966,116)
$
(180,071,640)
(3,895,469)
$
(147,545,453)
20
Sound
Shore
Fund,
Inc.
NOTES
TO
FINANCIAL
STATEMENTS
(Concluded)
December
31,
2021
8.
Subsequent
Events
Subsequent
events
occurring
after
the
date
of
this
report
have
been
evaluated
for
potential
impact
to
this
report
through
the
date
the
report
was
issued.
Management
has
evaluated
the
need
for
additional
disclosures
and/or
adjustments
resulting
from
subsequent
events.
Based
on
this
evaluation,
no
additional
disclosures
or
adjustments
were
required
to
the
financial
statements
as
of
the
date
the
financial
statements
were
issued.
21
Sound
Shore
Fund,
Inc.
FINANCIAL
HIGHLIGHTS
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
year
.
For
the
Year
Ended
December
31,
2021
2020
2019
2018
2017
Investor
Class
Shares
Net
Asset
Value,
Beginning
of
Year
$
42.29‌
$
42.41‌
$
37.03‌
$
45.89‌
$
44.17‌
Investment
Operations
Net
investment
income
(a)
0.41‌
0.30‌
0.40‌
0.50‌
0.51‌
Net
realized
and
unrealized
gain
(loss)
on
investments
9.66‌
2.90‌
8.20‌
(6.27‌)
6.63‌
Total
from
Investment
Operations
10.07‌
3.20‌
8.60‌
(5.77‌)
7.14‌
Distributions
from
Net
investment
income
(0.44‌)
(0.32‌)
(0.39‌)
(0.51‌)
(0.52‌)
Net
realized
gains
(10.76‌)
(3.00‌)
(2.83‌)
(2.58‌)
(4.90‌)
Total
Distributions
(11.20‌)
(3.32‌)
(3.22‌)
(3.09‌)
(5.42‌)
Net
Asset
Value,
End
of
Year
$
41.16‌
$
42.29‌
$
42.41‌
$
37.03‌
$
45.89‌
Total
Return
23.76‌%
7.78‌%
23.26‌%
(12.62‌)%
16.22‌%
Ratios/Supplemental
Data
Net
Assets
at
End
of
Year
(in
thousands)
$671,380‌
$641,165‌
$853,588‌
$945,244‌
$1,365,922‌
Ratios
to
Average
Net
Assets:
Expenses
0.93‌%
0.93‌%
0.91‌%
0.90‌%
0.90‌%
Net
Investment
Income
0.85‌%
0.80‌%
0.95‌%
1.10‌%
1.06‌%
Portfolio
Turnover
Rate
(b)
44‌%
77‌%
46‌%
56‌%
44‌%
(a)
Calculated
based
on
average
shares
outstanding
during
each
year.
(b)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund,
as
a
whole,
without
distinguishing
between
the
classes
of
shares
issued.
22
Sound
Shore
Fund,
Inc.
FINANCIAL
HIGHLIGHTS
(Concluded)
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
year
.
For
the
Year
Ended
December
31,
2021
2020
2019
2018
2017
Institutional
Class
Shares
Net
Asset
Value,
Beginning
of
Year
$
42.59‌
$
42.65‌
$
37.19‌
$
46.06‌
$
44.29‌
Investment
Operations
Net
investment
income
(a)
0.51‌
0.37‌
0.47‌
0.58‌
0.60‌
Net
realized
and
unrealized
gain
(loss)
on
investments
9.70‌
2.93‌
8.25‌
(6.32‌)
6.64‌
Total
from
Investment
Operations
10.21‌
3.30‌
8.72‌
(5.74‌)
7.24‌
Distributions
from
Net
investment
income
(0.48‌)
(0.36‌)
(0.43‌)
(0.55‌)
(0.57‌)
Net
realized
gains
(10.76‌)
(3.00‌)
(2.83‌)
(2.58‌)
(4.90‌)
Total
Distributions
(11.24‌)
(3.36‌)
(3.26‌)
(3.13‌)
(5.47‌)
Net
Asset
Value,
End
of
Year
$
41.56‌
$
42.59‌
$
42.65‌
$
37.19‌
$
46.06‌
Total
Return
23.95‌%
7.98‌%
23.50‌%
(12.50‌)%
16.40‌%
Ratios/Supplemental
Data
Net
Assets
at
End
of
Year
(in
thousands)
$575,184‌
$517,449‌
$684,295‌
$721,916‌
$765,297‌
Ratios
to
Average
Net
Assets:
Expenses
(gross)
(b)
0.83‌%
0.84‌%
0.82‌%
0.81‌%
0.81‌%
Expenses
(net)
0.75‌%
0.75‌%
0.75‌%
0.75‌%
0.75‌%
Net
Investment
Income
1.03‌%
0.98‌%
1.12‌%
1.27‌%
1.25‌%
Portfolio
Turnover
Rate
(c)
44‌%
77‌%
46‌%
56‌%
44‌%
(a)
Calculated
based
on
average
shares
outstanding
during
each
year.
(b)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
(c)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund,
as
a
whole,
without
distinguishing
between
the
classes
of
shares
issued.
23
REPORT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM
To
the
Board
of
Directors
and
the
Shareholders
of
Sound
Shore
Fund,
Inc.
Opinion
on
the
Financial
Statements
We
have
audited
the
accompanying
statement
of
assets
and
liabilities
of
Sound
Shore
Fund,
Inc.
(the
“Fund”),
including
the
schedule
of
investments,
as
of
December
31,
2021,
and
the
related
statement
of
operations
for
the
year
then
ended,
the
statements
of
changes
in
net
assets
for
each
of
the
years
in
the
two-year
period
then
ended
and
the
financial
highlights
for
each
of
the
years
in
the
five-year
period
then
ended,
and
the
related
notes
(collectively
referred
to
as
the
“financial
statements”).
In
our
opinion,
the
financial
statements
present
fairly,
in
all
material
respects,
the
financial
position
of
the
Fund
as
of
December
31,
2021,
and
the
results
of
its
operations
for
the
year
then
ended,
the
changes
in
its
net
assets
for
each
of
the
years
in
the
two-
year
period
then
ended
and
its
financial
highlights
for
each
of
the
years
in
the
five-year
period
then
ended,
in
conformity
with
accounting
principles
generally
accepted
in
the
United
States
of
America.
Basis
for
Opinion
These
financial
statements
are
the
responsibility
of
the
Fund’s
management.
Our
responsibility
is
to
express
an
opinion
on
the
Fund's
financial
statements
based
on
our
audits.
We
are
a
public
accounting
firm
registered
with
the
Public
Company
Accounting
Oversight
Board
(United
States)
(“PCAOB”)
and
are
required
to
be
independent
with
respect
to
the
Fund
in
accordance
with
the
U.S.
federal
securities
law
and
the
applicable
rules
and
regulations
of
the
Securities
and
Exchange
Commission
and
the
PCAOB.
 We
conducted
our
audits
in
accordance
with
the
standards
of
the
PCAOB.
Those
standards
require
that
we
plan
and
perform
the
audits
to
obtain
reasonable
assurance
about
whether
the
financial
statements
are
free
of
material
misstatement,
whether
due
to
error
or
fraud.
The
Fund
is
not
required
to
have,
nor
were
we
engaged
to
perform,
an
audit
of
its
internal
control
over
financial
reporting.
As
part
of
our
audits
we
are
required
to
obtain
an
understanding
of
internal
control
over
financial
reporting
but
not
for
the
purpose
of
expressing
an
opinion
on
the
effectiveness
of
the
Fund’s
internal
control
over
financial
reporting.
Accordingly,
we
express
no
such
opinion.
Our
audits
included
performing
procedures
to
assess
the
risk
of
material
misstatement
of
the
financial
statements,
whether
due
to
error
or
fraud,
and
performing
procedures
that
respond
to
those
risks.
Such
procedures
included
examining,
on
a
test
basis,
evidence
regarding
the
amounts
and
disclosures
in
the
financial
statements.
Our
procedures
included
confirmation
of
securities
owned
as
of
December
31,
2021
by
correspondence
with
the
custodian.
Our
audits
also
included
evaluating
the
accounting
principles
used
and
significant
estimates
made
by
management,
as
well
as
evaluating
the
overall
presentation
of
the
financial
statements.
We
believe
that
our
audits
provide
a
reasonable
basis
for
our
opinion.
BBD,
LLP
We
have
served
as
the
auditor
of
the
Sound
Shore
Fund,
Inc.
since
2016.
Philadelphia,
Pennsylvania
February
25,
2022
24
Sound
Shore
Fund,
Inc.
ADDITIONAL
INFORMATION
(Unaudited)
December
31,
2021
Liquidity
Risk
Management
Program
The
Fund
has
adopted
and
implemented
a
written
liquidity
risk
management
program,
as
required
by
Rule
22e-4
(the
“Liquidity
Rule”)
under
the
Investment
Company
Act
of
1940,
as
amended.
The
liquidity
risk
management
program
is
reasonably
designed
to
assess
and
manage
the
Fund’s
liquidity
risk,
taking
into
consideration,
among
other
factors,
the
Fund’s
investment
strategy
and
the
liquidity
of
its
portfolio
investments
during
normal
and
reasonably
foreseeable
stressed
conditions;
its
short
and
long-term
cash
flow
projections;
and
its
cash
holdings
and
access
to
other
funding
sources.
The
Board
approved
the
designation
of
the
Adviser’s
Chief
Compliance
Officer
as
the
administrator
of
the
liquidity
risk
management
program
(the
“Program
Administrator”).
The
Program
Administrator
is
responsible
for
the
administration
and
oversight
of
the
program
and
for
reporting
to
the
Board
on
at
least
an
annual
basis
regarding,
among
other
things,
the
program’s
operation,
adequacy,
and
effectiveness.
The
Program
Administrator
assessed
the
Fund’s
liquidity
risk
profile
based
on
information
gathered
for
the
period
July
1,
2020
through
June
30,
2021
in
order
to
prepare
a
written
report
to
the
Board
for
review
at
its
meeting
held
on
July
28,
2021.
The
Program
Administrator’s
report
stated
that:
(i)
the
Fund
is
able
to
meet
redemptions
in
normal
and
reasonably
foreseeable
stressed
conditions
and
without
significant
dilution
of
remaining
shareholders’
interests
in
the
Fund;
(ii)
the
Fund’s
strategy
is
appropriate
for
an
open-end
mutual
fund;
(iii)
the
liquidity
classification
determinations
regarding
the
Fund’s
portfolio
investments,
which
take
into
account
a
variety
of
factors,
remained
appropriate;
(iv)
the
Fund
did
not
approach
the
internal
triggers
set
forth
in
the
liquidity
risk
management
program
or
the
regulatory
percentage
limitation
(15%)
on
holdings
in
illiquid
investments;
(v)
it
continues
to
be
appropriate
to
not
set
a
“highly
liquid
investment
minimum”
for
the
Fund
because
the
Fund
primarily
holds
“highly
liquid
investments”;
and
(vi)
the
liquidity
risk
management
program
remains
reasonably
designed
and
adequately
implemented
to
prevent
violations
of
the
Liquidity
Rule
and
the
Fund’s
liquidity
risk
is
“low.”
No
significant
liquidity
events
impacting
the
Fund
were
noted
in
the
report.
Shareholder
Expense
Example
As
a
shareholder
of
the
Fund,
you
incur
ongoing
costs,
including
management
fees
and
other
Fund
expenses.
This
example
is
intended
to
help
you
understand
your
ongoing
costs
(in
dollars)
of
investing
in
the
Fund
and
to
compare
these
costs
with
the
ongoing
costs
of
investing
in
other
mutual
funds.
The
following
example
is
based
on
$1,000
invested
at
the
beginning
of
the
period
and
held
for
the
entire
period
from
July
1,
2021
through
December
31,
2021.
Actual
Expenses
-
The
Actual
Return
lines
of
the
table
below
provide
information
about
actual
account
values
and
actual
expenses
for
each
share
class.
You
may
use
the
information
in
these
lines,
together
with
the
amount
you
invested,
to
estimate
the
expenses
that
you
paid
over
the
period.
Simply
divide
your
account
value
by
$1,000
(for
example,
an
$8,600
account
value
divided
by
$1,000
=
8.6),
then
multiply
the
result
by
the
number
in
the
Actual
Return
line
under
the
heading
entitled
“Expenses
Paid
During
Period”
to
estimate
the
expenses
you
paid
on
your
account
during
this
period.
25
Sound
Shore
Fund,
Inc.
ADDITIONAL
INFORMATION
(Unaudited)(Continued)
December
31,
2021
Hypothetical
Example
for
Comparison
Purposes
-
The
Hypothetical
Return
lines
of
the
table
below
provide
information
about
hypothetical
account
values
and
hypothetical
expenses
based
on
each
class’
actual
expense
ratio
and
an
assumed
rate
of
return
of
5%
per
year
before
expenses,
which
is
not
the
Fund’s
actual
return.
The
hypothetical
account
values
and
expenses
may
not
be
used
to
estimate
the
actual
ending
account
balance
or
expenses
you
paid
for
the
period.
You
may
use
this
information
to
compare
the
ongoing
cost
of
investing
in
the
Fund
and
other
funds.
To
do
so,
compare
this
5%
hypothetical
example
with
the
5%
hypothetical
examples
that
appear
in
the
shareholder
reports
of
other
funds.
Expenses
shown
in
the
table
are
meant
to
highlight
your
ongoing
costs
only
and
do
not
reflect
any
transactional
costs.
Therefore,
the
Hypothetical
Return
lines
of
the
table
are
useful
in
comparing
ongoing
costs
only,
and
will
not
help
you
determine
the
relative
total
costs
of
owning
different
funds.
Federal
Tax
Status
of
Dividends
Declared
during
the
Fiscal
Year
(Unaudited)
Income
Dividends
-
For
federal
income
tax
purposes,
dividends
from
short-term
capital
gains
are
classified
as
ordinary
income.
The
Fund
paid
income
dividends
of
$78,798,207
for
the
tax
year
ended
December
31,
2021,
of
which
$67,419,056
were
short-
term
capital
gain
dividends.
The
Fund
designated
23.15%
of
its
income
dividend
distributed
as
qualifying
for
the
corporate
dividends-received
deductions
(DRD)
and
27.02%
for
the
qualified
dividend
rate
(QDI)
as
defined
in
Section
1(h)(11)
of
the
Internal
Revenue
Code.
The
Fund
also
designates
0%
of
its
income
dividends
as
qualified
interest
income
(QII)
and
85.56%
as
qualified
short-term
capital
gain
dividends
exempt
from
U.S.
tax
for
foreign
shareholders
(QSD).
Capital
Gain
and
other
distributions
-
The
Fund
paid
long-term
capital
gain
dividends
of
$195,054,864.
Beginning
Account
Value
July
1,
2021
Ending
Account
Value
December
31,
2021
Expenses
Paid
During
Period*
Investor
Class
Actual
Return
$
1,000.00
$
1,052.79
$
4.81
Investor
Class
Hypothetical
Return
$
1,000.00
$
1,020.52
$
4.74
Institutional
Class
Actual
Return
$
1,000.00
$
1,053.63
$
3.88
Institutional
Class
Hypothetical
Return
$
1,000.00
$
1,021.42
$
3.82
*
Expenses
are
equal
to
the
Investor
Class'
and
Institutional
Class'
annualized
expense
ratios
of
0.93%
and
0.75%
respectively,
multiplied
by
the
average
account
value
over
the
period,
multiplied
by
184
/365
to
reflect
the
most
recent
one-half
year
period.
26
Sound
Shore
Fund,
Inc.
ADDITIONAL
INFORMATION
(Unaudited)(Continued)
December
31,
2021
Proxy
Voting
Information
A
description
of
the
policies
and
procedures
that
the
Fund
uses
to
determine
how
to
vote
proxies
relating
to
securities
held
in
the
Fund’s
portfolio
is
available,
without
charge
and
upon
request,
by
calling
(800)
551-1980
or
by
visiting
the
Fund’s
website
at
http://www.soundshorefund.com.
This
information
is
also
available
on
the
Securities
and
Exchange
Commission’s
(“SEC”)
website
at
http://www.sec.gov
under
the
name
of
the
Sound
Shore
Fund.
The
Fund’s
proxy
voting
record
for
the
most
recent
12-month
period
ended
June
30
is
available,
without
charge
and
upon
request,
by
calling
(800)
551-1980
or
by
visiting
the
Fund’s
website
at
http://www.soundshorefund.com.
This
information
is
available
on
the
SEC’s
website
at
http://www.sec.gov
under
the
name
of
the
Sound
Shore
Fund.
Availability
of
Quarterly
Portfolio
Schedule
The
Fund
files
its
complete
schedule
of
portfolio
holdings
with
the
SEC
for
the
first
and
third
quarters
of
each
fiscal
year
on
Form
N-PORT.
This
information
is
available
on
the
SEC’s
website
at
http://www.sec.gov
under
the
name
of
the
Sound
Shore
Fund.
27
Sound
Shore
Fund,
Inc.
ADDITIONAL
INFORMATION
(Unaudited)(Continued)
December
31,
2021
Directors
and
Officers
of
the
Fund
The
following
is
relevant
information
regarding
Directors
and
Officers
of
the
Fund:
(1)
Terms
of
Service
is
until
his/her
successor
is
elected
or
qualified
or
until
his/her
earlier
resignation
or
removal.
Name,
Address
and
Birth
Date
Position(s)
With
the
Fund
Length
of
Time
Served
(1)
Principal
Occupation(s)
During
the
Past
Five
Years
Other
Directorships
Held
by
Director
Independent
Directors
Harry
W.
Clark
c/o
Sound
Shore
Fund,
Inc.
Three
Canal
Plaza,
Suite
600
Portland,
ME
04101
Birth
Date:
March
1949
Director;
Audit
Committee
(member);
Nominating
Committee
(member);
Valuation
Oversight
Committee
January
2006
to
present
Managing
Partner,
Stanwich
Group
LLC
(public
policy
consulting
firm)
since
January
2001;
Senior
Counselor,
Brunswick
Group
LLC
(international
financial
communications
consulting
firm)
since
January
2005.
Director,
U.S.
Chamber
of
Commerce
Foundation
since
2005.
H.
Williamson
Ghriskey,
Jr.
c/o
Sound
Shore
Fund,
Inc.
Three
Canal
Plaza,
Suite
600
Portland,
ME
04101
Birth
Date:
May
1944
Director;
Audit
Committee
(member);
Nominating
Committee
(member);
Valuation
Oversight
Committee
January
2006
to
present
Senior
Managing
Director/Portfolio
Management,
First
Republic
Investment
Management
(investment
counseling
firm)
since
September
1978.
Past
President
of
Investment
Advisor
Association
1990-1992.
David
Blair
Kelso
c/o
Sound
Shore
Fund,
Inc.
Three
Canal
Plaza,
Suite
600
Portland,
ME
04101
Birth
Date:
September
1952
Lead
Independent
Director;
Audit
Committee
(Chair);
Nominating
Committee
(Chair);
Valuation
Oversight
Committee;
Audit
Committee
Financial
Expert
January
2006
to
present
Managing
Partner,
Kelso
Advisory
Services
(consulting
firm),
since
October
2003;
Trustee
Emeritus,
Connecticut
College,
since
October
2007;
Trustee,
Darden
School
of
Business
Administration,
University
of
Virginia,
since
October
2015;
Director,
Round
Hill
Development
Corp.
(resort
development
firm),
since
2006;
Trustee,
New
Orleans
Museum
of
Art,
since
February
2016;
Director,
Aspen
Holdings,
Inc.
(insurance
firm),
(2005
–
April
2011);
Executive
Vice
President,
Strategy
&
Finance,
Aetna,
Inc.
(insurance
firm);
Chairman
Aetna
Life
Insurance
Company,
(September
2001
–
September
2003);
Chief
Financial
Officer,
Executive
Vice
President,
and
Managing
Director,
Chubb,
Inc.
(insurance
firm),
August
1996
–August
2001.
Director,
EXL
Service
Holdings,
Inc.
(since
July
2006)
Director,
Assurant,
Inc.
(March
2007
-
February
2015).
28
Sound
Shore
Fund,
Inc.
ADDITIONAL
INFORMATION
(Unaudited)(Concluded)
December
31,
2021
(1)
Terms
of
Service
is
until
his/her
successor
is
elected
or
qualified
or
until
his/her
earlier
resignation
or
removal.
(2)
Harry
Burn,
III
and
T.
Gibbs
Kane,
Jr.
are
“interested
persons”
of
the
Fund
as
defined
in
Section
2(a)(19)
of
the
1940
Act
by
virtue
of
their
position
as
shareholders,
senior
officers,
and
Directors
of
the
Adviser.
Each
is
a
portfolio
manager
of
the
Fund.
The
Fund’s
Statement
of
Additional
Information
(“SAI”)
contains
additional
information
about
the
Fund’s
Directors.
The
SAI
is
available
without
charge,
by
contacting
the
Fund
at
(800)
551-1980.
Name,
Address
and
Birth
Date
Position(s)
With
the
Fund
Length
of
Time
Served
(1)
Principal
Occupation(s)
During
the
Past
Five
Years
Other
Directorships
Held
by
Director
Interested
Directors
(2)
Harry
Burn,
III,
M.B.A.
8
Sound
Shore
Drive
Greenwich,
Connecticut
06830
Birth
Date:
January
1944
Chairman
and
Director
April
1985
to
present
(Chairman
September
1992
to
present)
Co-Chairman
and
Director,
Sound
Shore
Management,
Inc.,
since
1978;
Chartered
Financial
Analyst.
T.
Gibbs,
Kane,
Jr.
(2)
8
Sound
Shore
Drive
Greenwich,
Connecticut
06830
Birth
Date:
May
1947
President
and
Director
April
1985
to
present
Co-Chairman
and
Director,
Sound
Shore
Management,
Inc.,
since
1977;
Chartered
Financial
Analyst.
Officers
Lowell
E.
Haims
8
Sound
Shore
Drive
Greenwich,
Connecticut
06830
Birth
Date:
May
1967
Secretary;
Valuation
Oversight
Committee
October
2010
to
present
Chief
Administrative
Officer,
Sound
Shore
Management,
Inc.,
since
October
2005;
Chief
Compliance
Officer,
Sound
Shore
Management
Inc.,
since
June
2007;
Chartered
Financial
Analyst.
Charles
S.
Todd
Three
Canal
Plaza,
Suite
100
Portland,
ME
04101
Birth
Date:
September
1971
Treasurer;
Valuation
Oversight
Committee
June
2009
to
present
Foreside,
Senior
Managing
Director,
Fund
Officer
Services
(since
2015).
Nancy
J.
Tyminski
899
Cassatt
Road
400
Berwyn
Park
Suite
110
Berwyn,
Pennsylvania
19312
Birth
Date:
November
1962
Chief
Compliance
Officer/
AMLCO
June
2019
to
present
Director,
Foreside
Fund
Officer
Services,
LLC
(June
2019
to
present);
Senior
Due
Diligence
Officer,
Foreside
Financial
Group,
LLC
(2015
–
2019);
Deputy
Chief
Compliance
Officer,
PNC
Funds,
PNC
Bank,
N.A.
(2011
–
2015).
Investment
Adviser
Sound
Shore
Management,
Inc.
Greenwich,
Connecticut
Administrator
Apex
Fund
Services
Portland,
Maine
Distributor
Foreside
Fund
Services,
LLC
Portland,
Maine
www.foreside.com
Transfer
and
Distribution
Paying
Agent
Apex
Fund
Services
Portland,
Maine
Custodian
US
Bank,
N.A.
Milwaukee,
Wisconsin
Fund
Counsel
Sullivan
and
Worcester
LLP
New
York,
New
York
Independent
Registered
Public
Accounting
Firm
BBD,
LLP
Philadelphia,
Pennsylvania
Annual
Report
December
31,
2021
207-ANR-1221
This
report
is
submitted
for
the
general
information
of
the
shareholders
of
the
Fund.
It
is
not
authorized
for
distribution
to
prospective
investors
in
the
Fund
unless
preceded
or
accompanied
by
an
effective
prospectus,
which
includes
information
regarding
the
Fund’s
objectives
and
policies,
experience
of
its
management,
and
other
information.
SOUND
SHORE
FUND,
INC.
Three
Canal
Plaza
Portland,
ME
04101
http://www.soundshorefund.com
(800)
551-1980
Item 2. Code of Ethics.
Sound Shore Fund, Inc. maintains a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR. During the period covered by the Report, there were no amendments to the Code of Ethics as filed nor were there any waivers from its provisions granted.
 
Item 3. Audit Committee Financial Expert.
The Board of Directors has determined that David Blair Kelso, who meets the definition of an independent director as specified by Item 3, is an “audit committee financial expert” as that term is defined by applicable regulator guideline.
 
Item 4. Principal Accountant Fees and Services.
(a) Audit Fees – The aggregate fees billed for each of the last two fiscal years (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant for the audit of the Registrant’s annual financial statements, or services that are normally provided by the principal accountant in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $20,000 in 2021 and $20,000 in 2020.
 
(b) Audit-Related Fees – The aggregate fees billed in the Reporting Periods for assurance and related services rendered by the principal accountant that were reasonably related to the performance of the audit of the Registrant’s financial statements and are not reported under paragraph (a) of this item 4 were $0 in 2021 and $0 in 2020.
 
(c) Tax Fees – The aggregate fees billed in the Reporting Periods for professional services rendered by the principal accountant to the Registrant for tax compliance, tax advice and tax planning (“Tax Fees”) were $2,500 in 2021 and $2,500 in 2020. These services consisted of review or preparation of U.S. federal, state, local and excise tax returns.
 
(d) All Other Fees – There were no other fees billed in the Reporting Periods for products and services provided by the principal accountant to the Registrant, other than the services reported in paragraphs (a) through (c) of this Item.
 
(e)(1) Pre-Approval Requirements for Audit and Non-Audit Services. The Audit Committee reviews and approves in advance all audit and “permissible non-audit services” to be provided to Sound Shore Management, Inc. (“Sound Shore Management”), the Fund’s investment adviser, by the Fund’s independent auditor if the engagement relates to the operations and financial reporting of the Fund. The Audit Committee considers whether fees paid by Sound Shore Management for audit and permissible non-audit services are consistent with the independent auditor’s independence. Pre-approval of any permissible non-audit services provided to the Fund is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Fund constitutes not more than 5% of the total amount of revenues paid by the Fund to its auditor during the fiscal year in which the permissible non-audit services are provided; (ii) the permissible non-audit services were not recognized by the Fund at the time of engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit by the Audit Committee or its authorized delegate(s). Pre-approval of permissible non-audit services rendered to Sound Shore Management is not required if provided. The Audit Committee may delegate to one or more of its members authority to pre-approve permissible non-audit services to be provided to the Fund. Any pre-approval determination of a delegate will be presented to the full Audit Committee at its next meeting.
 
(e)(2) No services included in (b) - (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2- 01 of Regulation S-X.
 
(f) Not applicable as less than 50%.
 
(g) The aggregate fees billed in the Reporting Periods for Non-Audit Services by the principal accountant to the Registrant were $2,500 in 2021 and $2,500 in 2020. The
non-audit fees billed by the Registrant’s principal accountant for non-audit services provided to the Sound Shore Management (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant affiliated were $4,500 in 2021 and $9,000 in 2020.
 
(h) The Registrant’s Audit Committee considers the provision of any non-audit services rendered to the investment adviser, to the extent applicable, in evaluating the independence of the Registrant’s principal accountant. Any services provided by the principal accountant to the Registrant or to Sound Shore Management requiring pre-approval were pre-approved.
 
Item 5. Audit Committee of Listed Registrants.
Not applicable.
 
Item 6. Schedule of Investments.
(a)
Included as part of the report to stockholders under Item 1.
 
(b)
Not applicable.
 
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
 
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
 
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
 
Item 10. Submission of Matters to a Vote of Security Holders.
Not applicable.
 
Item 11. Controls and Procedures.
 
(a) The registrant’s principal executive officer and principal financial officer concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) were effective as of a date within 90 days of the filing date of this report (the “Evaluation Date”) based on their evaluation of the registrant’s disclosure controls and procedures as of the Evaluation Date.
 
(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
 
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable.
 
Item 13. Exhibits.
 
 
(a)(3) Not applicable.
 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
SOUND SHORE FUND, INC.
 
By
/s/ T. Gibbs Kane, Jr.
 
 
T. Gibbs Kane, Jr., President
 
 
 
 
Date
2/25/2022
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
By
/s/ T. Gibbs Kane, Jr.
 
 
T. Gibbs Kane, Jr., President
 
 
 
 
Date
2/25/2022
 
 
By
/s/ Charles S. Todd
 
 
Charles S. Todd, Treasurer
 
 
 
 
Date
2/25/2022